Committees of the supervisory board in a JSC: role and competence

Abstract

The article analyzes the role and functioning of supervisory board committees in joint-stock companies in Ukraine, focusing on their place in the corporate governance system and alignment with international standards. In the context of globalization and integration into the global economy, effective corporate governance becomes an important factor for ensuring the stable development of companies, and the supervisory board plays a crucial role in performing control and strategic functions. To enhance their efficiency, supervisory boards may establish specialized committees that focus on in-depth analysis and decision-making in key areas such as audit, risk management, remuneration, and appointments.
The article provides a detailed review of the legal foundations for the creation and operation of committees, as established in the Law of Ukraine on Joint-Stock Companies of 2008, and the amendments made to this law in 2022, which mandate the establishment of committees in public joint-stock companies and other categories of enterprises. Special attention is given to the Corporate Governance Code approved by the National Securities and Stock Market Commission of Ukraine, as well as the Corporate Governance Code, which provides recommendations on the creation of committees and ensuring their effectiveness. The article also examines international practices, including EU and US requirements for the formation and operation of committees, and shows how these can be adapted to Ukrainian realities.
The article emphasizes that the effective functioning of supervisory board committees requires ensuring their independence, transparency in their operations, and a clear definition of each committee’s role. Amendments to the legislation, as well as the development of internal regulations and provisions, can significantly improve corporate governance in Ukraine, enhance the level of trust in joint-stock companies, and ensure the stable development of the national economy.